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By Michael Sragow

May 13, 1999 | "I am your father," said Darth Vader to Luke Skywalker in "The Empire Strikes Back" -- a soul-quaking revelation that set the stage not just for "Return of the Jedi" but also for the new "Star Wars" prequel trilogy that begins May 19 with "The Phantom Menace." The man who first gave life to those words wasn't David Prowse, the bodybuilder inside Vader's armor, or James Earl Jones, the actor who lent the character his voice. It was the director of the film, Irvin Kershner, who recorded a temporary vocal track that Jones says catalyzed his performance in "Empire." Kershner's passionate approach to the acting and framing of the "Star Wars" characters made his entry unique.

When I interviewed him last week in his airy, modest canyon home -- "a treehouse," he calls it -- on the fringe of Beverly Hills, he was surprised that anyone would find this anecdote noteworthy. For on "The Empire Strikes Back," Kershner simply did what he'd done before, on "The Hoodlum Priest" (1961), "The Luck of Ginger Coffey" (1964), "Loving" (1970), "Up the Sandbox" (1972), "The Return of a Man Called Horse" (1976), TV's "Raid on Entebbe" (1977) and "The Eyes of Laura Mars" (1978) -- toss his characters into risky dilemmas and use all the tools at his disposal to explore and dramatize them. A juicy thespian himself (check out his cameo in "The Last Temptation of Christ" as Zebedee, a saturnine comic foil to the Messiah), he takes a moment to savor his impersonation of Vader. "You have learned much, young one! Your destiny lies with me, Skywalker," he exclaims in a breathy sort of bellow. The lines fit his own theatrical presence. At age 76, he's tall, bald and goateed, with the glinting eyes of a benign Mephistopheles.

But then he immediately segues into the directorial challenges of the climactic scene. With "Star Wars" scuttlebutt at a premium in pre-Internet 1979, Kershner was under orders to keep Vader's paternity from everyone except Mark Hamill's Skywalker. Not even David Prowse knew about the secret; Kershner had to guide his movements to fit the underlying action. When Prowse discovered at the premiere that Vader was Skywalker's father, he nudged the director and joked, "If you'd have told me, I would have played it different!"

"The Empire Strikes Back" had a tough shoot. A fire at the Elstree Studios in England and catastrophic weather in Norway prompted last-minute rescheduling; the fluctuating value of the pound caused the budget to balloon. The Directors Guild and the Writers Guild fined Lucas for placing Kershner's and the writers' credits at the end of the movie while keeping the Lucasfilm Ltd. logo up front. (Lucas resigned from the Directors Guild, making it impossible for him to hire an American director for "Jedi.") Producer Gary Kurtz ended his association with Lucas shortly afterward. And though some reviewers dubbed the film a masterpiece of fantasy, others waxed nostalgic for the lighter tone and toy-land cornucopia of Lucas' own "Star Wars." But "Empire" is now accepted as the richest, eeriest and most daring episode in the series. And when the director of "Return of the Jedi," Briton Richard Marquand, died in 1987, Kershner became the only living director besides Lucas to know the pressure and ecstasy of directing a "Star Wars" movie.

"George said, 'Don't worry about the fact that you don't know special effects. What I want you to do is think up the shots ... Then we'll let the boys figure out a way to do it. That way it's a challenge for them, and we'll do stuff that hasn't been seen.' So I didn't censor myself -- I didn't stop to consider, 'How are we going to get 50 men racing across snow with monsters chasing them and things blowing up?'" Kershner spent several hours a day for a year storyboarding the action himself, getting his perspective on each scene and delineating its motion. At the same time, artists at Lucasfilm and the Industrial Light and Magic effects shop, notably Ralph McQuarrie ("a genius!" says Kershner), were making beautiful, detailed renderings of sets, costumes and effects. Kershner tried to key his drawings to their work, then handed over his sketches to Lucas' storyboard artist for a brilliant polish. It's the Lucasfilm and ILM sketches and paintings that survive in volumes like "The Art of Star Wars: The Empire Strikes Back," leading casual readers to believe that Kershner merely followed tracks laid out for him. No wonder Kershner says, "According to the books, I didn't even exist. Of course, I couldn't have made the movie without George and ILM; on the other hand, they couldn't have made that movie without me."

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